Memories
by DarkAngelLillith
Summary: Skywarp is haunted by his memories before the war. Memories of the one he lost to Megatron and the Decepticon cause. Warnings: robot slash
1. Chapter 1

**Disclaimer: **Still not mine.

**A/N:** Another request for technodoofus. Might stay a one-shot or not.

"talking" 

_**Memories**_

Skywarp sat on the corner nursing his daily ration of low grade. He was thinking about it again. He should just wipe out his memory. But he knew he would not do it. If he did, it would be as if those years never happened and he couldn't bring himself to forget the best moment of his life. Besides, this might as well be his punishment. He was so close and at the same time so far. 

He grimaced, taking a swig from his energon. Maybe he should reconsider a reformat. Starting new sounded slightly tempting. But Skywarp liked the way he was, he just could do without the slagging memories. 

Memories of a life long destroyed. Memories of a lover long lost. Memories of selling a spark to Megatron and memories of promising to serve the tyrant until the last pulse of his spark. 

He watched from his corner as Soundwave and his cassettes entered the room to get their daily rations. The mech didn't even glance in his direction, while he couldn't tear his optics away from the Communications Officer. The flier could feel his spark calling out and he growled softly, annoyed at his body's betrayal. 

The only hint that the other had heard the flier was a slight pause in the blue mech's movements. Figures, he wasn't even important to warrant the full attention of the masked mech anymore. If only he knew…

Skywarp met Soundwave at the Academy. The Seeker had been failing one of his classes and Professor Perceptor had seen it fit to give him a tutor. Soundwave had been… Well, meeting him had been something. Back then, the blue mech had feelings. Skywarp remembered a shy, soft spoken mech telling him he was to be his tutor. 

Skywarp had always been a glitch. He knew it. He was proud of it. And the timid mech screamed 'abuse me' to him. Soundwave was a nerd and Skywarp the bully. Or that was the way it was supposed to be. The fact that he found himself protecting Soundwave from the other students was ignored. Just like finding himself actually listening to what the blue mech said.

True, Skywarp knew he wasn't made for all the science, geeky stuff, but he had listened. Primus, he'd wanted to understand what the other said. He wanted that shy mech to look at him as if he was more than a brainless Seeker. How they ended up making out during tutoring sessions was something Skywarp treasured. 

They didn't do more than heavy petting though. Both were still so young back then… It hadn't stopped them from talking about the future. Soundwave was intelligent and had a few professors willing to sponsor him. Skywarp didn't exactly had the brains, but he could fly, plus he came equipped with a warping device. He knew any trine would want his skills. He might not be leader material, but he was a good follower.

Then, the attacks started. Skywarp knew things weren't good. Specially in his hometown, Kaon. But he wanted so much for his creator to meet Soundwave. It was a silly thing. He shouldn't had done it. Soundwave himself had told him things weren't safe there. But Skywarp didn't listen and Soundwave loved him enough to follow him there.

The explosion blew his creator's house. Skywarp didn't remember much of it. Only the pain of having his wings torn by the blast. He had a vague memory of seeing his creator's body already grey in death, but he wasn't sure if it was real or not. He remembered moving… crawling really… to the prone body of Soundwave. His Soundwave…

Skywarp finished the last of his energon, wishing for a klik it had been high grade. He seriously needed to get slagged. At least until the memories stopped haunting him. Taunting him with what he could've had if he had listened.

But he hadn't... He hadn't listened and it had costed him everything. His Soundwave. His shy little soft spoken mech had been dying. The explosion tore off the lower part of his cranial unit, along with his left upper extremity. His chest plate had this nasty looking gash and Skywarp had been sure that was his spark casing he was looking at. He didn't had any medical knowledge. All he could do was hold on to the dying mech… at least until the shadow engulfed him. He remembered looking up to meet the red optics of the Slag Maker himself.

"And what do we have here?" – He asked. Voice cold, ruthless and Skywarp still shivered at the memory.

"Please." – He'd said. Why? He wasn't sure why. He just remembered hugging Soundwave closer to him and saying that.

"Weak little Seeker" – He'd taunted. – "Too bad we need more of you. Either join our forces or die."

"Save him. Save him and I will serve you until all are one." – He replied. Mighty brave of him to demand anything from Megatron. The mech must've been impressed, or in a good mood, because he had accepted.

He'd been so happy. So what if he was now a Decepticon? Soundwave would be alive, right? All the happiness vanished when he saw his mech again.

His spark told him it was Soundwave. His optics told him he was not. A facemask covered his face. His vocalizer had either been too damaged, or replaced by a more mechanical sounding vocalizer. There was no feeling in this Soundwave. No recognition. And Megatron watched his reaction to meeting his new Communications Officer with absolute glee behind the glowing red optics.

He sighed tiredly, maybe Thundercracker had some high grade he could steal. Primus knew he needed it! He stood up from his corner and went out of the room. Heavy steps marking his departure. He chanced one last glance at Soundwave, surprised to see him looking back at him. Head tilted to the side in what he knew was curiosity. Maybe… Maybe his Soundwave was still alive. Or maybe some part of him survived the reprogram that he'd been subjected to… Silly dreams and hopes nothing more.

He never noticed the red visor flashing dangerously behind his back. Soundwave may not remember much about his past, but he was sure of one thing. Skywarp had been important. He just needed to know why?


	2. Chapter 2

**Disclaimer: **Do not own.

**A/N:** I made a second chapter. Probably another one coming, but I still don't know. Once I'm sure this is going to continue I'll change the status from completed. Like always, tell me of my mistakes and I'll fix them as soon as I can.

**Warnings:** An unnamed OC, slash, and Oocness Soundwave because it's set in the past. Skywarp because I suck. I have no excuse for him. XP Oh and I made up Soundwave's little science monologue to Skywarp. Yes, I know, I suck at that too.

"talking"

'thinking'

(line) - time skip/memory skip

_**Memories 2:**_

There was smoke and pain. Where was Skywarp? He tried to move his head to look for the flier, but he was surprised when his body didn't respond. There were warnings flashing, but he couldn't make sense of them. He was having trouble processing the information he was getting.

Skywarp's face suddenly came before him. He looked so sad. Broken. He didn't like that look on the Seeker. Skywarp always looked better smiling. Especially that smile he sported every time he came down from flying practices. There was something different about him and he tried to make out what it was. Ignoring all the critical messages he couldn't understand in order to find out what was so different about the other mech.

Wings. That was the difference. He didn't have them. Practice accident? Maybe that was why he looked so sad. He wanted to reach to him. Assure him that everyone made mistakes and the medics would make sure he had wings back in no time. He still couldn't move. Not that he had the strength to move. He was suddenly so tired.

He tried to apologize to Skywarp. He needed to get back to his room and recharge. He couldn't understand why he was so tired, but offlining sounded so good.

He was speaking. Not to him. To someone else. He couldn't make out the words. Impossible… He'd always been able to hear everything. The said and unsaid… But now he couldn't and he couldn't bring himself to care. A shadow came over him and the last thing he saw was Skywarp's optics glowing with what he knew was hope.

* * *

They were back at the Academy. He was in Professor Perceptor's classroom. The professor had asked him to tutor one of his students and Soundwave couldn't refuse him. Not after the professor had taken him under his wing and had talked with the necessary officials to make his desire of learning the art of communications possible.

He watched the black and purple mech that walked through the door and held back a groan. No wonder Perceptor had problems with him. He was one of the new fliers. Soundwave had learned that the new Seeker models were generally lacking in the processing capacity. Few were the flying prodigies, among them Professor Skyfire's protégé. A flier of the same model as the black and purple that went by the designation of Starscream. Soundwave had met the prodigy a few cycles ago and he had to admit that Starscream was intelligent, but only because he was lacking a few logic chips.

"Hey there. I'm looking for one of you geeks called Soundwave. He's gonna tutor me." – The black and purple talked and Soundwave let out a resigned sigh.

"I am Soundwave." – He replied almost inaudibly. He'd never been good at talking to others, although he was trying. – "And you are."

"Skywarp." – The flier replied, sitting on one of the tables and completely oblivious of the way the chemicals swayed at the sudden movement.

"Please do not do that." – He said, optics wide and half expecting the chemicals to fall. How was he going to explain this to the professor?

"What? Primus, vocalize louder. I'm having trouble hearing ya and I've got the volume all the way up." – Black and purple cried, moving again on the table. Soundwave flinched both at the cry and the rising probability of the flier making them lab explode.

"Sorry. I have sensitive audials." – Was all he could tell the Seeker, who was now toying with one of the vials. Skywarp appeared to have not heard him. Or he could be ignoring him, like some of the other students did. It wasn't his fault that his creator built him with delicate audials.

Soundwave watched the Seeker as he appeared to be contemplating mixing two of the most highly volatile chemicals available to the Academy and gathered his courage. He pried the two vials out if the flier's hands and was rewarded with an annoyed glare.

"I was gonna used that."

The blue mech didn't care if the other was annoyed or not. Soundwave had better things to do than to wait for black and purple to listen to him. The action might make the flier dislike him, but Soundwave was used to not being liked.

"We are here because the professor said you needed help. Should we start the session or now or should I leave you to blow up the lab?"

* * *

Soundwave had to admit it was kind of endearing how the other listened to him ramble about mass displacement. The topic had been one to always fascinate him.

"One of the biggest drawbacks would have to be the amount of energy it needs to operate effectively. I have been searching for suitable fuel, but so far my results have not been satisfactory. I just wish the others could see the potential of mass displacement. I have a theory that mass displacement can be used for the creation of a different type of Cybertronian. Think of it as a host mech able to storage a smaller mech. The smaller one will be more dependable of the host mech and will be closely linked. Similar to a bond, but not exactly…"

Soundwave was looking into the optics of the Seeker. Pale red was gazing at him in complete attention. He didn't know why the flier bothered. He clearly did not understood half of what he was saying even though he was using simple vocabulary just for him. The communications' student wanted to look away, but he couldn't. There was something in that gaze that forced him to take a double take. That was all that was needed for Skywarp to lean towards him, licking his lips nervously.

The Seeker's lip components touched his and Soundwave shuddered. He concluded that what the purple and black mech had done deserved to be repeated.

* * *

Things weren't good in the Academy. He knew Cybertron was slowly being divided in two. He had heard the rumors. But it wasn't until his creator had asked for him to return home for an upgrade that he actually saw for himself how bad things had gotten.

The Autobot insignia was everywhere. Soundwave didn't knew what to think of it. Mechs he knew from before the Academy were now sporting weaponry. His own creator proudly wore the red insignia. Twin cannons on his shoulders gave him an intimidating appearance.

"Autobot?" – He had asked even before greeting the mech who had put his pieces together.

"Better than the alternative. You know how I am with taking orders." – The older mech replied, clearly amused. – "Now get inside and let's start upgrading."

He returned to the Academy with a warning from his creator and a new skill that would take some time to get used to.

'I wonder what he'll do if I…' – Soundwave turned off his new upgrade, still not sure what good reading electrical impulses within brain circuitry gave him. Lately, all he had were headaches and a lot of unwanted knowledge.

He tilted his head to look at the Seeker whose optics were dimmed and had a wide smile. His creator couldn't be more wrong about Skywarp. Just because Skywarp was a Skeeker model from Kaon didn't meant he was going to be a Decepticon. His black and purple was too spontaneous and unpredictable to work well under a military environment.

* * *

The red visor came to life and Soundwave found himself staring at the familiar ceiling of the medbay. He remembered battling Prowl and that infernal Autobot gunner.

" 'Bout time, boss. We were startin' to worry." – Rumble's voice reached his audios and he turned to look at his cassette.

"Worry: unnecessary. Cassettes: know better." – He answered. Voice devoid of all emotion.

"Not for ya, boss. Megatron would reconfigure the Constructicons if they do somethin' to ya. But that Seeker's been running 'round too close for our likin'." – Rumble replied casually.

"Seeker?"

"Skywarp." – The Cassetticon answered. – "Ya were offline and he'd been circlin' aroun' us ever since. Makin' us nervous cause ya weren't there to save us from him. I mean… not that we can't take care of ourselves." – He finished, fidgeting slightly under the red visor's glow.

"Soundwave: online. Cassettes: safe. Skywarp: no threat." – The Communications Officer told him. Rumble knew that was the most emotion he would ever get out of him and nodded before running away to tell the others Soundwave was online again.

The cassette player stared at the ceiling for a moment with a frown. He knew he should be remembering something, but he couldn't access it. Black and purple... Nothing more… He sighed tiredly; he was still painfully undercharged, and went back to recharging.


	3. Chapter 3

**Disclaimer:** Not Mine.

**Warnings:** violence (this are Decepticons we're talking about), Ooc-ness (how bad it is I have no idea)

**A/N:** _Kittona_ asked to know how Soundwave ended up in themedbay. Hope this answers that question. _I've included a little drabble of what can be expected to happen if I continue this. All I can say is that I don't think it will end well._ If you read it and want more, tell me and I'll finally put this fic in the on-going status until it's finished. Like always, tell me of my mistakes and I'll fix them as soon as possible.

/comm/

_'thoughts'_

"speaking"

* * *

_**Memories 3**_

/Careful, Warp. I might start believing you actually care for him./ - Thundercracker's voice over the comm link distracted him from his frantic searching.

/Slag off, TC! I'm only avoiding a meeting with the cannon./ - And if he repeated that, he might start to believe it. Skywarp knew his answer was partially true, but he wasn't going to admit he was actually worried for the Communications Officer.

/All of us are, but you're jumpier than usual… And that's saying something./ - Thundercracker's teasing voice answered. Was he really that easy to read?

/Are you jealous or something? Cause if you need reassurance…/ - Skywarp countered. Maybe he could make TC forget about teasing him. He always got slagging mad when he did something like this to scare the femmes away.

/Don't even go there, Warp./ - The warning tone made him giggle. Only, Decepticons didn't giggle and Skywarp had to settle for a mental giggle.

/I'll rather crash than have someone other than you checking my six, TC./ - The purple jet answered, moving forward and almost brushing his wings against his teammate's.

/Get the slag away from me!/ - The blue jet recoiled, or shot forward trying to get some distance between them.

/Don't you love me anymore, TC?/

/Will you quit it! And you wonder why they treat us like we have cosmic rust back at the base, you sorry excuse of a biplane./ - Skywarp had to giggle at his insult. Really, this was entertaining enough that he could almost… only almost, forget about the mission. He couldn't help but answer Thundercracker's biplane insult though.

/Biplane your creator. It's not my fault they can't understand the deep bond of friendship that ties us./

/S-01 to Base requesting change of door codes./

/Base to S-01 request denied. Concentrate on the search and stop bickering./ - Hook's voice answered them thoroughly annoyed.

/Geez! You didn't had to go and do that, TC./

/If I ever hear again about that deep bond of friendship we have, I promise to you I'll tear your wings out./

/Spoilsport./

/Will you two stop behaving like an old bonded couple and do your slagging work./ - Starscream had finally had enough of them. Really, an old bonded couple wouldn't be as bad as these two. He had tried setting some distance between them, but he couldn't escape them.

/Feeling left out, Screamer? Too bad I'm a one Seeker merger./ - Stascream's impeccable flying left him for a minute, but he regained his composure long enough to avoid crashing nose first into a mountain.

Thundercracker though, was not amused. - /That's it! When I'm done with you they won't have enough parts to make a remote controlled squishy toy./

/TC? Where the slag are you going? We can't separate!/ - The purple jet asked, surprised that it was Thundercracker who had left first this time.

/Thundercracker, back to formation./ - Starscream ordered and Skywarp didn't hold back his giggle. A Starscream actually working as he should be was a rare thing to see. Specially when the universe, or him, felt the need to screw the red jet over.

/Stick a bird in your intakes, Screamer. I ain't going near Skywarp unless you want to start looking for a replacement./

/Thundercracker! Thundrecracker! Slag! Skywarp, stay here. I'll go look for the idiot before Megatron somehow pins this on me… again./

Skywarp watched them go and snickered. They were so predictable. Now, if he was a silent telepathic bastard, where would he go to hide so it didn't look like he was hiding? He surveyed the area, optics brightening when he got his answer. He didn't even thought it twice before warping.

The place in question was pretty convenient to make an ambush. He wasn't a strategist, but he'd battled in places similar to this. And Soundwave, had managed to get there before succumbing to his injuries. Skywarp snorted in disgust, Soundwave always found a way to look good to Megatron.

He took the time to congratulate himself. It wasn't every day that he got something right. He'd barely given the blue mech a glance to confirm his designation before jumping into what can only be described as a victory dance.

"Yeah! Who's the genius this time! Ha! I fragging knew it!" – He cried, savoring the moment for as long as he could. Suppressing the nagging thought that kept reminding him that he got it right this time because he knew Soundwave. Because this wasn't Soundwave. He couldn't be. Not even if the Pit-spawned mech was still as predictable as his would-be mate had been.

Bitterness grew as he watched the injured officer. Memories of the broken remains of the mech he loved superimposed over the visual feed he was receiving and he snarled before kicking the unconscious cassette holder.

Once he started he couldn't stop. He sent kick after kick, enjoying each blow with a sickening delight. A hit for every cycle of pain. A hit for every time he wished he could turn back time.

He forgot everything. There was only him and the sound of metal meeting metal. The feel of it bending and breaking under his strength. The smell of energon, coolant, oil and whatever other fluids he never cared to learn the names of mingled with the pungent odor of burnt wires. There was nothing but this glorious moment. There was nothing but the hatred, the resentment and the guilt. Hatred towards Megatron… Resentment towards the unknown, yet bloody familiar mech, that occupied a body he wished he could forget. And guilt at himself for having been an idiot so many years ago…

/Skywarp! Where the slag are you? Can't you do what you're told at least once in your pathetic life?/ - The raspy voice of Starscream took him out of the haze he set himself into.

Intakes hissing and struggling to cool him down. He grimaced at the sight of the Communications Officer. If the mech had been slag before, now he was ready for the smelter. Hook was going to be in quite a snit when he got an optic of this.

Shame flooded him, but he shook it away. He wouldn't dwell on it now. Not with Screamy threatening to short out his comm link with his precious voice. - /…better answer now or so help me, Skywarp, I'm going to smelt your wings…/

/Love ya too, Screamy./

/There you are! Care to explain why can't you do anything without a babysitter?/ - Starscream kept talking and Skywarp wished he could do that roll of the eyes thing that humans seemed so fond of.

/Found him./

/…so you know, when I rule the… wait… what?/

/Found him/ - There was silence at the other end of the comm and Skywarp had the sudden image of Thundercracker fanning a hyperventilated Starscream. Too bad it really couldn't happen, but Primus he would've given anything to see that if it were at all mechanically possible.

/Good. Bring him here. Guess I'll be the one facing time again. Primus knows Megatron is still hunting your aft after that prank of yours./

/Hehe… How was I supposed to know he'd be the one to fall on it?/ - Skywarp replied and finally hoisted the slightly larger blue mech. Was he worried? Not really. Soundwave was important to the cause and Megatron would not let him die so easily. Maybe he'd overdone it with the impromptu beating, but Skywarp never gave much thought on what he did anymore. A creature of instinct, Shockwave had called him once, and somehow Skywarp knew it was right. He was suffering and he lashed out… and by Primus it felt so slagging good. This wasn't his Soundwave anyways.

"Warp." – It was a whisper. A voice he thought long gone. He glanced at the visor, but it was powerless. The Seeker shooked his head, trying to clear the confusion away.

"Warp. Where…" – His spark ached. Primus this was cruel. His audios strained to hear anything else, but there was nothing more.

Only the sound of a mech entering stasis and Skywarp's optics brightened. Soundwave hadn't been unconscious, but probably on stand by. Primus, what had he done? He warped back to his triad and without another word flew back to the base. He missed Starscream's and Thundercracker's look of confusion as he hurried to the medbay, leaving the cassette holder on the medical berth before warping out again.

'_What did I do? Primus, why did I do it? I never wanted to hurt ya. Why did I do it?'_

* * *

Some Air Force jargon I found and stole to use on this fic. Why? Because they are jets. I don't need another explanation.

**Check your six:** Watch your tail! _Skywarp says "Check my six" - Basically Skywarp telling Thundercracker that he doesn't want anyone else staring at his aft._

**Face time:** Getting in to see the boss. _Starscream says "facing time" - Basically Starscream is telling Skywarp that he'll meet with Megatron in his place._

* * *

_**Memories: Drabble**_

Shockwave closed down the connection and Megatron smiled in satisfaction. If everything went according to plan, he could get his hands on something he'd been desiring for vorns. Something that could mean his victory over the Autobots.

When he met the Seeker, he had forced him to choose between deactivation or death. He had wanted to squash the insect when he dared ask for mercy. Mercy for the dying mech in his arms. Megatron had shown restraint then and it had payed off rather well. Soundwave was one of his most loyal officers and the cassette holder's experimentations with mass displacement had brought the Decepticon Army the best fleet of spies they had in a long time. But, most of all, Megatron had enjoyed seeing the crushed hope in the Seeker's optics when he was reunited with the mech he had joined the Decepticon Army for.

To see the flier suddenly warp to another location had been a surprise to him. Seekers were usually only good as cannon fodder. Megatron had envisioned so many plans using that skill; only to be disappointed when he realized Skywarp had the attention span of a turbo-rat. So many good plans. Such a powerful skill to have and no CPU behind it all.

But, soon that would change. He will be able to exploit it. It took him vorns to do it, but he could just taste the victory. He would have the upper hand of the war on Earth in no time. And if he had to sacrifice Skywarp for it, then so be it. Once he got his hands on the warping device, the Seeker would be useless anyways.

/Hook, Shockwave will send a little something in three joors. I want you to begin working immediately. I will personally deliver our volunteer to you./

/As you command, Lord Megatron./


	4. Chapter 4

**Disclaimer: **still not mine

**A/N: **Been forever since I updated this one, but I had started this chapter when the bunny left me. It has returned again (along with insomnia), so tell me what you guys think.

**Memories 4:**

_(Time: Beginning of the War)_

"Soundwave?"

The voice of the Autobot sounded surprised. Not surprising since he found the Decepticon hacking the Autobot's computers. What surprised Soundwave was the fact that the mech knew his name, but the new Decepticon officer had no recollection of him.

"Soundwave, what are you doing?" the Autobot asked while taking a hesitant step forward.

Soundwave knew he couldn't let the Autobot call for help and had jammed the frequencies since he was discovered. His concussion cannon, whirled until he was aiming directly at the Autobot's spark.

"Autobot: cease movements. Probability of escape: None. Cooperation: advisable."

Soundwave was surprised when the mech just stopped and stared at him. He tried to read his thoughts and had to hide a frown. He couldn't read him…

"What did he do to you, Wave?"

Soundwave's annoyance grew at hearing the shortened version of his name. He knew this mech, he was sure of it. He just couldn't remember him. Soundwave toyed with the idea of destroying the mech and eliminating the problem, but quickly dismissed it and lowered the power of his cannon to prevent deactivation.

There weren't many mechs that he couldn't read. Before encountering this mech Soundwave had been sure the reason he couldn't read some mechs was to safeguard his processor. Seekers were hard to read with Starscream being nearly impossible. Megatron himself and the mech called Shockwave were mechs he could not read either. Surprisingly a Seeker named Skywarp not only was one of the mechs whose processors he couldn't read, but he set off more warnings than any one else he'd ever met.

Not like he knew a great quantity of mechs before the war. An Autobot attack took both his real voice and his memory banks away. Sometimes, his spark had the feeling that he lost something else that day, but Soundwave was not one to follow his spark's pulses. Except that staring at this unknown door-winged Autobot made his spark long for something and he couldn't read what it could be.

The Autobot was too close for comfort when Soundwave broke off his train of thought. The communications mech fired a warning shot, puzzled at why he couldn't just shoot the mech in font of him and be done with his discomfort.

"Designation required," Soundwave said and waited, puzzled at the angry look that covered the Autbot's face and the way his door wings seemed to flutter in rage like a Seeker's.

"That Kaonite!" the blue Autobot hissed and Soundwave prepared to incapacitate the puzzling mech he both did and didn't know, "He did this to you! I told you he wasn't to be trusted!"

The mech in front of him seemed agitated and Soundwave watched warily as he dared to take another step forward. The sound of his concussion cannon whirring as it followed the mech was all that made him stop; hands outstretched as if reaching towards the Decepticon.

"Soundwave, it's me, Smokescreen," the mech said in a tone that brought to Soundwave the image of a creator talking to his sparkling, "Just come with me and we'll find a way to make you better."

Only Soundwave's creators died in the Autobot attack. Lord Megatron himself had told him the truth of what happened to him. Surely he wouldn't lie to him…

Soundwave stared one more time at the Autobot in front of him, his spark crying out for something he didn't know. His cannons fired twice before the mech went unconscious. The Decepticon leaving with the information he came to find and leaving the door winged mech on the floor without a second glance. Later, he would wonder why he didn't offline the mech when he could.


End file.
